Overview and Outlook

Players Network was incorporated in the State of Nevada in March of 1993. Players Network is a global media and entertainment company engaged in the development of Digital Networks. We distribute broadband video and other social media content over a wide variety of internet enabled devices and cable television channels. Due to recent capital infusions and an expanded management team, the Company has been able to complete the first phase of development and launch its proprietary scalable technology platform. The platform is designed to deliver video content and develop digital social communities, including "Vegas On Demand TV", which is our first digital branded network that was in development during the nine months ended, September 30, 2011. We launched our beta version on October 7, 2011.

The Company operates a Video On Demand ("VOD") television channel, also named Vegas On Demand, which consists of original programming that is distributed over its own VOD channels to approximately 29,000,000 homes over Comcast, DirecTV, AT&T, Verizon and Dish Network. In addition to our Video On Demand television channels, we deliver our content via internet based delivery channels including, Hulu, Blinkx, Google, YouTube and Yahoo Video, for DVD home video, and various mobile platforms. Players Network has a fourteen year history of providing consumers with quality 'Gaming and Las Vegas Lifestyle' video content.

Vegas On Demand TV offers its audience the ability to connect to Vegas Insiders through unique, high-quality programming that captures the excitement, sex appeal, entertainment, and the non-stop adrenaline rush of the Las Vegas gaming lifestyle. Players Network's content goes beyond poker, casino action, sports betting, and racing, to lifestyle programs about entertainment and fine living that attract young and sophisticated viewers that comprise the major digital media demographic. Whenever possible our content incorporates an expert, insider or celebrity within the Vegas community in order to enhance promotional merchandising to prospective customers.

The Company plans to use both its platform and original branded programming and events as a means to develop additional revenue streams, as well as marketing and membership benefits of our social media platform. These revenue streams include branded entertainment, sponsorships for events, and media placement, third party commissions for video and banner advertisements, merchandise and production sales and services.

The business model that we have used for Vegas On Demand TV, once perfected, is anticipated to be scaled and replicated to create many other digital branded networks that target significant consumer interest categories, niche markets and industries that desire to develop digital networks.

On May 11, 2011, we acquired a 10% interest in iCandy, Inc. ("ICI"), and a 10% interest in iCandy Burlesque, Inc. ("ICB"), Nevada entertainment companies that develop and operate a variety of entertainment shows in the United States, primarily in casinos within Las Vegas, NV and Atlantic City, NJ. We acquired these interests in exchange for $25,499 that was in turn spent on the development of a promotional video that will be distributed over our media channels. In addition, we agreed to pay a license fee of 20% of the adjusted gross revenues that we earn from the distribution and sales related to the promotional video content. No such revenues have been earned to date.

Results of Operations for the Three Months Ended September 30, 2011 and 2010:

                                  For the Three Months Ended
                                         September 30,              Increase /
                                     2011               2010        (Decrease)
Revenues                        $       12,207       $   10,059     $     2,148

Direct operating costs                  70,153          206,085        (135,932 )
General and administrative             116,024          101,004          15,020
Officer salaries                       142,974          340,086       (197,112)
Salaries and wages                      22,548           20,796           1,752
Board of director services               1,696                -           1,696
Rent                                     8,718            6,000           2,718
Depreciation and amortization            1,306              153           1,153

Total Operating Expenses               363,419          674,124        (310,705 )

Net Operating (Loss)                  (351,212 )       (664,065 )      (312,853 )

Total other income (expense)                49          (5,791)           5,840

Net (Loss)                      $     (351,163 )     $ (669,856 )   $  (318,693 )

Revenues:

During the three months ended September 30, 2011 and 2010, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media and advertising fees, and production revenues, which included fees from third party programming production. Aggregate revenues for the three months ended September 30, 2011 were $12,207 compared to revenues of $10,059 in the three months ended September 30, 2010, an increase in revenues of $2,148, or 21%. Revenues from networks increased 318% in the three months ended September 30, 2011 due to increased market saturation of our video content through our newly revamped websites and the Company's existing media channels. Production revenues decreased by 100% due to a short term project started in 2010 to develop media content for a local adventure sport business that did not generate revenues in the comparative three months ended September 30, 2011. We have focused entirely on building and expanding our technology and revenues for the future, primarily through the development of a new e-commerce website that we launched in October of 2011.

Direct Operating Costs:

Direct operating costs were $70,153 for the three months ended September 30, 2011 compared to $206,085 for the three months ended September 30, 2010, a decrease of $135,932, or 66%. Our direct operating costs in 2011 decreased due to our decreased content development costs as we focused our resources on our revamped websites that will be used to expand our distribution through new media channels. During the three months ending September 30, 2011 we granted 85,000 shares of common stock valued at $6,800 for video production services, while in the same period in 2010 we issued 605,588 shares valued at $149,318 for video production services.

General and Administrative:

General and administrative expenses were $116,024 for the three months ended September 30, 2011 compared to $101,004 for the three months ended September 30, 2010, an increase of $15,020, or approximately 15%. The increase in general and administrative expense for the three months ended September 30, 2011 compared to 2010 was due to increased professional fees as we expanded our operating activities and added a board member. During the three months ending September 30, 2011 we granted 141,667 shares of common stock valued at $11,333 and 315,000 stock options valued at $12,339 for public relations and accounting services, while in the same period in 2010 we issued 265,000 shares valued at $45,000 for public relations and legal services.

Salaries and Wages:

Officer salaries was $142,974 for the three months ended September 30, 2011 compared to $340,086 for the three months ended September 30, 2010, a decrease of $197,112 or 58%. The decrease in officer salaries was primarily due to non-cash bonuses granted to Officers in the three months ended September 30, 2010 that were not incurred in the same three month period ending September 30, 2011, as reduced by the additional costs incurred by the hiring of the Company's new President and COO, and the return of our president of programming, Michael Berk, from a non-paid sabbatical prior the three months ended September 30, 2011.

Office salaries and wages expense was $22,548 for the three months ended September 30, 2011 compared to $20,796 for the three months ended September 30, 2010, an increase of $1,752, or 8%.

The Company recorded non-cash payments on accrued salaries and wages totaling $155,082 and $324,803, during the three months ended September 30, 2011 and 2010, respectively, which included accrued salaries from prior periods. The non-cash payments consisted of the value of 997,500 shares and 130,000 shares of common stock, recorded at fair value, issued to employees of $79,800 and $33,800 for the three months ended September 30, 2011 and 2010, respectively, as well as, common stock options, recorded at fair value of $25,870 and $299,803 for the three months ended September 30, 2011 and 2010, respectively.

Board of Director Services:

Board of director services were $1,696 for the three months ended September 30, 2011 compared to $-0- for the three months ended September 30, 2010, an increase of $1,696, or approximately 100%. The increase was primarily due to an increased value in the vested portion of stock options granted to a new board of director for their service in 2011 that was not present in the comparative three months ended September 30, 2010.

Rent:

Rent expense was $8,718 and $6,000 for the three months ended September 30, 2011 and 2010, respectively. Our rent expense increased by $2,718, or 45%, as our monthly rent increased from $2,000 to $3,359 as we transitioned office space to a larger space within the same office complex on August 1, 2011. We expect our quarterly rent expense will be $10,076 for the foreseeable future.

Depreciation and Amortization:

Depreciation and amortization expense was $1,306 for the three months ended September 30, 2011 compared to $153 for the three months ended September 30, 2010, an increase of $1,153, or approximately 754%. Depreciation expense increased due to the additional depreciation on new laptops and computers purchased during 2011.

Net Operating Loss:

Net operating loss for the three months ended September 30, 2011 was $351,212, or ($0.01) per share, compared to a net operating loss of $664,065 for the three months ended September 30, 2010, or ($0.01) per share, a decrease of $312,853 or 47%. Net operating loss decreased primarily as a result of our decreased non-cash direct operating costs and decreased officer compensation in the three months ended September 30, 2011 compared to the same period in 2010. We decreased production as we focused our resources on our newly created and revamped websites that will be used to expand our distribution through new media channels, and hired a new President and COO and welcomed back the return of Michael Berk, our President of Programming.

Net Loss:

The net loss for the three months ended September 30, 2011 was $351,163 compared to a net loss of $669,856 for the three months ended September 30, 2010, a decreased net loss of $318,693, or 48%. Net loss decreased primarily as a result of our decreased non-cash direct operating costs and decreased officer compensation in the three months ended September 30, 2011 compared to the same period in 2010. We decreased production as we focused our resources on our newly created and revamped websites that will be used to expand our distribution through new media channels, and recognized $5,000 of bad debts expense with the increase of our allowance for bad debts expense in the three months ended September 30, 2010 that was not recognized during the three months ended September 30, 2011.

Results of Operations for the Nine Months Ended September 30, 2011 and 2010:

                                  For the Nine Months Ended
                                        September 30,              Increase /
                                    2011              2010         (Decrease)
Revenues                        $      50,820     $     57,348     $    (6,528 )

Direct operating costs                278,043          602,609        (324,566 )
General and administrative            360,555          313,897          46,658
Officer salaries                      334,038          434,970        (100,932 )
Salaries and wages                     63,681           62,475           1,206
Board of director services             30,154           17,399          12,755
Rent                                   18,718           20,000          (1,282 )
Depreciation and amortization           2,420              458           1,962

Total Operating Expenses            1,087,609        1,451,808        (364,199 )

Net Operating (Loss)               (1,036,789 )     (1,394,460 )      (357,671 )

Total other income (expense)           16,903            4,516          12,387

Net (Loss)                      $  (1,019,886 )   $ (1,389,944 )   $  (370,058 )

Revenues:

During the nine months ended September 30, 2011 and 2010, we received revenues primarily from two sources - licensing fees from our private networks, including the sale of in-home media and advertising fees, and production revenues, which included fees from third party programming production. Aggregate revenues for the nine months ended September 30, 2011 were $50,820 compared to revenues of $57,348 in the nine months ended September 30, 2010, a decrease in revenues of $6,528, or 11%. Revenues from networks increased 505% in the nine months ended September 30, 2011 due to increased market saturation of our video content through our newly revamped websites and the Company's existing media channels, as well as a licensing agreement with a Company in Greece that wasn't present in the same period in 2010. Production revenues decreased by 100% due to a short term project started in 2010 to develop media content for a local adventure sport business that did not generate revenues in the nine months ended September 30, 2011. We have focused entirely on building and expanding our technology and revenues for the future, primarily through the development of a new e-commerce website that we launched in October of 2011.

Direct Operating Costs:

Direct operating costs were $278,043 for the nine months ended September 30, 2011 compared to $602,609 for the nine months ended September 30, 2010, a decrease of $324,566, or 54%. Our direct operating costs decreased during the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 due to our decreased content development costs as we focused our resources on our newly created and revamped websites that will be used to expand our distribution through new media channels. During the nine months ending September 30, 2011 we granted 400,000 shares of common stock valued at $65,650, while in the same period in 2010 we issued 3,295,588 shares valued at $450,318 for video production services.

General and Administrative:

General and administrative expenses were $360,555 for the nine months ended September 30, 2011 compared to $313,897 for the nine months ended September 30, 2010, an increase of $46,658, or approximately 15%. The increase in general and administrative expense for the nine months ended September 30, 2011 compared to 2010 was due to increased legal fees incurred as a result of our investments in iCandy, Inc. and iCandy Burlesque, Inc., as well as, the development of a series of events and contests expected to launch during the third quarter of 2011 that will provide us with media content for distribution on our newly created media channels.

Salaries and Wages:

Officer salaries was $334,038 for the nine months ended September 30, 2011 compared to $434,970 for the nine months ended September 30, 2010, a decrease of $100,932 or 23%. The decrease in officer salaries was due to non-cash bonuses granted to Officers in the nine months ended September 30, 2010 that were not incurred in the same nine month period ending September 30, 2011, as reduced by the additional costs incurred by the hiring of the Company's new President and COO in March of 2011.

Office Salaries and wages were $63,681 for the nine months ended September 30, 2011 compared to $62,475 for the nine months ended September 30, 2010, an increase of $1,206, or 2%.

The Company recorded non-cash payments on accrued salaries and wages totaling $155,082 and $396,687, during the nine months ended September 30, 2011 and 2010, respectively, which included accrued salaries from prior periods. The non-cash payments consisted of the value of 1,092,500 shares and 1,225,000 shares of common stock, recorded at fair value, issued to employees of $97,850 and $87,000 for the nine months ended September 30, 2011 and 2010, respectively, as well as, common stock options, recorded at fair value of $57,232 and $309,687 for the nine months ended September 30, 2011 and 2010, respectively.

Board of Director Services:

Board of director services were $30,154 for the nine months ended September 30, 2011 compared to $17,399 for the nine months ended September 30, 2010, an increase of $12,755, or approximately 73%. The increase was primarily due to an increased value in stock options granted to the board of directors for their service in 2011.

Rent:

Rent expense was $18,718 and $20,000 for the nine months ended September 30, 2011 and 2010, respectively. Our rent expense decreased by $1,282 as a result of the elimination of rent on a storage facility that was cancelled during 2010 and the forgiveness of one month's rent as we transitioned office space to a larger space within the same office complex, as offset by increased monthly rents beginning on August 1, 2011. We expect our quarterly rent expense will be $10,076 for the foreseeable future.

Depreciation and Amortization:

Depreciation and amortization expense was $2,420 for the nine months ended September 30, 2011 compared to $458 for the nine months ended September 30, 2010, an increase of $1,962, or approximately 428%. Depreciation expense increased due to the additional depreciation on new laptops and computers purchased during 2011.

Net Operating Loss:

Net operating loss for the nine months ended September 30, 2011 was $1,036,789, or ($0.02) per share, compared to a net operating loss of $1,394,460 for the nine months ended September 30, 2010, or ($0.03) per share, a decrease of $357,671 or 26%. Net operating loss decreased primarily as a result of our decreased non-cash direct operating costs focused our resources on our newly created and revamped websites that will be used to expand our distribution through new media channels and decreased non-cash officer compensation and legal costs in 2011 compared to 2010. We decreased production and hired a new President and COO, while welcoming back from a non-paid sabbatical our President of Programming.

Net Loss:

The net loss for the nine months ended September 30, 2011 was $1,019,886 compared to a net loss of $1,389,944 for the nine months ended September 30, 2010, a decreased net loss of $370,058, or 27%. Net loss decreased primarily as a result of decreased non-cash officer compensation and legal costs, and reductions in development costs that were not incurred in the nine months ended September 30, 2010.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total assets, accumulated deficit, stockholders'
equity and working capital at September 30, 2011 compared to December 31, 2010.

                                                                                                Increase /
                                                September 30, 2011       December 31, 2010      (Decrease)
Total Assets                                   $            337,293     $           825,140     $  (487,847 )

Accumulated (Deficit)                          $        (20,570,333 )   $       (19,550,447 )   $ 1,019,886

Stockholders' Equity (Deficit)                 $           (657,850 )   $          (175,404 )   $   482,446

Working Capital (Deficit)                      $           (776,531 )   $          (175,867 )   $   600,664

Our principal source of operating capital has been provided from private sales of our common stock, revenues from operations, and debt and equity financings. At September 30, 2011, we had a negative working capital position of $776,531. On December 17, 2010, we entered into a Series B Convertible Preferred Stock and Warrant Purchase Agreement with an accredited investor, pursuant to which, we sold (i) 4,349,339 shares of Series B Convertible Preferred Stock, and (ii) warrants to purchase 4,349,339 shares of Series B Preferred at an exercise price of $0.41 per share (the "Warrants"), for the aggregate purchase price of $1,000,000 in cash.

On April 20, 2011 the Company sold 869,565 shares of common stock, along with warrants to purchase 869,565 shares of common stock at $0.41 per share, exercisable over a 36 month term from the date of purchase to the Company's CEO in exchange for total proceeds of $200,000 based on a $0.23 per share sales price. The Company's closing stock price on the date of sale was $0.17 per share.

We are utilizing these funds to expand our media distribution platforms and to continue production of original programming for our own distribution platforms, as well as our expanding distribution network. Although our revenues are expected to grow as we expand our operations, our revenues are not expected to exceed our investment and operating costs in the next twelve months, and we do not have funds sufficient to fund our operations at their current level for the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment and acquisitions in our industry, effectively monitor and manage our claims for payments that are owed to us, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

To conserve on the Company's capital requirements, the Company has issued shares in lieu of cash payments to outside consultants, and the Company expects to continue this practice. In the nine months ending September 30, 2011, the Company issued 1,839,167 shares of common stock valued at $208,383 in lieu of cash payments to employees and outside consultants. In the nine months ending September 30, 2010, the Company issued 7,501,787 shares of common stock valued at $1,026,501 in lieu of cash payments to employees and outside consultants. In the year ending December 31, 2010, the Company issued 7,196,787 shares of common stock valued at $1,163,334 in lieu of cash payments to employees and outside consultants. The Company is not now in a position to determine an approximate number of shares that the Company may issue for the preceding purpose in the remainder of 2011.